Karyn turned to look at Jon again- she didn't want to miss this. She situated Jon so that she could see him better, but was slightly disappointed that his clothes concealed so much. Back to the stone she leaned. "I wish Jon was wearing cotton panties and bra."
Jon was suddenly nearly naked, and looked like a short man with huge breasts and no bulge. He was somewhat awkward looking, in short, and was lacking feminine curves. Karyn gazed on in anticipation as she grabbed her panties and allowed her penis to spring free. It escaped with enough velocity to slap her in the stomach, reaching above her belly button. She carefully slid her panties completely off.
She now gingerly placed her hand on her penis, and was satisfied that she could no longer put her hand all the way around it, chuckling slightly at the thought of poor Jon's old size again. She began to slowly slide her hand down to the base, reverse and continue out to the tip in a satisfyingly long arc. Jon's lips began to soften. She started stroking faster, and they began to fill, slowing to a stop as they became soft and pouting.
Next to change was the rest of his face. His features, normally sharp, began to change. Soon he looked something like his little sister Zoe, but was unmistakably still Jon. By the time it was done changing, based on his face he was a gorgeous girl.
Soon after the face, his torso began to shrink and shift. His shoulders narrowed, his adam's apple sunk and disappeared. Karyn stared in awe as his breasts began to plump once more, becoming even larger. Her penis jumped in her hands at the sight of it. Crowning each magnificent breast was a small male nipple that slowly grew, going to the size of pencil erasers, then to the size of fingertips. They poked proudly through the now somewhat too small bra.
At this, Karyn bucked and came. She managed to grab her panties and put them over her cock and avoid spraying Jon, but by the time she had stopped ejaculating the panties were sopping wet with a dark spot on the bed underneath where more had dripped.
She laid back for a moment to collect herself. Mind reeling from pleasure, she gazed at Jon's half transformed body and smiled. He was already incredibly pretty, but there was much left that still screamed male. She began to look back and forth between his face and his breasts, and her penis stiffened yet again. She once more started to stroke.
Jon's stomach now began to shift and change. Jon was surprisingly fit, and had a very slight 6-pack. It now began to merge all together, forming a beautiful ridge that provided slight definition before sloping away to newly forming hips. And what hips. Karyn could scarcely believe how they stretched the cotton panties across him. His waist pinched in slightly, making the hips all the more prevalent.
Knowing more or less what was coming next, Karyn stopped stroking to flip Jon onto his side so she could see his butt. Jon didn't have much of one at the moment, but as Karyn started to work her large penis once more it started to grow and stretch the panties even more. It slowly assumed a nice plump heart shape, and Karyn began to work faster as she saw how perfectly Jon's ass extended behind him.
Jon's legs now lost their hair and became smooth. Their shape now finalized his feet went next. Shortly after, he was completely and utterly a beautiful woman.
Karyn though, wasn't finished. She kept stroking, more furiously now that Jon had assumed such a visage. To Karyn's surprise, the changes kept coming. Jon's ass and breasts plumped slowly as Karyn continued. She managed to keep going for another 2 minutes, and finally spasmed into joyful orgasm, once again using her sopping panties in a futile attempt to catch the load. She laid on the bed covered in cum and deeply satisfied.
Jon slept on next to her, now completely female in appearance. Karyn wished the sperm out of existence, put on her wish-dried panties and giving up on stuffing her penis into them laid down to sleep, her huge dick poking out of the top. She fell into a deep, satisfied sleep.
